Customer and Vendor Contracts

Customer and Vendor Contracts

Contracts between merchants are typically governed by the Uniform Commercial Code (UCC). These laws create certain implied duties between the parties to an agreement. Knowing and navigating these duties is an important part of vendor and customer contracting.

Another crucial part of customer and vendor contracts is negotiation. Particularly in this difficult economic climate, all contracting parties want to make sure that they have enough security to plan for the future but enough flexibility in their agreements to be able to adapt to shifting economic winds. Making sure that these protections are reflected in your contract is part of a lawyer's job. When dealing with vendor contracts, typically both parties are merchants as defined in the UCC which means that there are different procedures for establishing a contract.

For example, when one merchant makes an offer to another, unless the second merchant explicitly rejects or objects to the original offer and makes a counteroffer, most changes presented in a counteroffer will not be considered as part of the contract. These and other changes are particular to the UCC.

Customer and vendor contracts also typically include provisions regarding default or breach. If one party is unable or unwilling to comply with the agreement, the contract usually will spell out the consequences for the breaching party. This helps business owners or customers make informed and rational business decisions.

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